Supernus Pharmaceuticals, Inc.: Form 10-Q for the period ended Sep 30, 2026

Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and the financial condition of Supernus Pharmaceuticals, Inc. The interim condensed consolidated financial statements included in this report and this Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2025 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2026.

In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These forward-looking statements may include declarations regarding the Company's belief or current expectations of management, such as statements including the words "budgeted," "anticipate," "project," "forecast," "estimate," "expect," "may," "believe," "potential," and similar statements or expressions, which are intended to be among the statements that are forward-looking statements, as such statements reflect the reality of risk and uncertainty that is inherent in our business. Actual results may differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date this report was filed with the Securities and Exchange Commission. Our actual results and the timing of events could differ materially from those discussed in our forward-looking statements because of many factors, including those set forth under the "Risk Factors" section of our Annual Report on Form 10-K and elsewhere in this report as well as in other reports and documents we file with the Securities and Exchange Commission from time to time. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Unless the content requires otherwise, the words "Supernus," "we," "our" and "the Company" refer to Supernus Pharmaceuticals, Inc. and/or one or more of its subsidiaries, as the case may be. These terms are used solely for the convenience of the reader. Supernus Pharmaceuticals, Inc. and each of its subsidiaries are distinct legal entities. For example, MDD US Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., is the exclusive licensee and distributor of APOKYN and ONAPGO in the United States and its territories. Adamas Operations, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., wholly owns the patents and patent applications related to GOCOVRI and Osmolex ER and has a license agreement with Supernus Pharmaceuticals, Inc., granting Supernus Pharmaceuticals, Inc. rights to market and sell GOCOVRI and Osmolex ER. Sage Therapeutics, LLC, a wholly-owned indirect subsidiary of Supernus Pharmaceuticals, Inc., has granted Supernus Pharmaceuticals, Inc. a license to market and sell zuranolone in the United States.

Solely for convenience, in this Quarterly Report on Form 10-Q, the trade names are referred to without the TM symbols and the trademark registrations are referred to without the circled R, but such references should not be construed as any indicator that the Company will not assert, to the fullest extent under applicable law, our rights thereto.

Overview

We are a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. Our diverse neuroscience portfolio includes approved treatments for attention-deficit hyperactivity disorder (ADHD), dyskinesia in Parkinson's Disease (PD) patients receiving levodopa-based therapy, hypomobility in PD, postpartum depression (PPD), epilepsy, migraine, cervical dystonia, and chronic sialorrhea. We are developing a broad range of novel product candidates for CNS disorders.

Merger of Equals with Indivior Pharmaceuticals

On August 1, 2026, the Company entered into an Agreement and Plan Of Merger (the "Merger Agreement"), by and among the Company, Indivior Pharmaceuticals, Inc., a Delaware corporation (Indivior), and Artemis Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Indivior (Merger Sub).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Indivior. Following the completion of the Merger, the combined company will be renamed "Supernus, Inc." and its shares of common stock are expected to continue trading on the Nasdaq Stock Market under the ticker symbol "SUPN". The Merger and the other transactions contemplated by the Merger Agreement are referred to collectively as the "Transactions". The consummation of the Transactions is subject to various regulatory approvals and customary terms and conditions set forth in the Merger Agreement.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company (each, a "Company Share") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 1.5401 shares of common stock, par value $0.001 per share, of Indivior (each, an Indivior Share and, such ratio, the Exchange Ratio, and the Indivior Shares issuable in the Merger, the Merger Consideration). Immediately prior to the Effective Time, stockholders of Indivior will receive a one-time special cash dividend of $1.0 billion. Indivior has secured a debt commitment of $650 million through a term loan facility, and the remaining portion will be funded by existing cash of the then-combined company. The Exchange Ratio is fixed and will not be adjusted for changes in the market price of either the Company Shares or the Indivior Shares.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) the board of directors of the Combined Company (the "Combined Company Board") will consist of eight individuals, including four individuals who are nominees of the board of directors of Indivior immediately prior to the Effective Time and four individuals who are nominees of the board of directors of Supernus immediately prior to the Effective Time; (ii) the Chair of the Combined Company Board will be a nominee of Indivior; (iii) Jack A. Khattar will serve as Chief Executive Officer and as a member of the Combined Company Board; and (iv) Timothy C. Dec will serve as Chief Financial Officer.

Commercial Products

• Qelbree® (viloxazine) extended-release capsules is a novel non-stimulant product indicated for the treatment of ADHD in adults and pediatric patients 6 years and older. The United States Food and Drug Administration (FDA) approved Qelbree for the treatment of ADHD in pediatric patients 6 to 17 years of age in April 2021, and in adult patients in April 2022. The Company launched Qelbree for pediatric patients in May 2021 and for adult patients in May 2022 in the United States (U.S.). In January 2025, the FDA approved an expanded label update for Qelbree to include new data on the pharmacodynamics and use in breastfeeding mothers.
• GOCOVRI® (amantadine) extended-release capsules is the first and only FDA approved medicine indicated for the treatment of dyskinesia in patients with PD receiving levodopa-based therapy, with or without concomitant dopaminergic medications, and as an adjunctive treatment to levodopa/carbidopa with PD experiencing "OFF" episodes.
• ONAPGOTM (apomorphine hydrochloride) injection is the first and only subcutaneous apomorphine infusion device for the treatment of motor fluctuations in adults with advanced PD. ONAPGO was approved by the FDA in February 2025. ONAPGO was launched in April 2025. In October 2026, the FDA recognized seven years of orphan-drug exclusive approval for ONAPGO (apomorphine HCl) for the treatment of motor fluctuations in adults with advanced Parkinson’s disease. The seven-year market exclusivity for ONAPGO began on February 3, 2025, the date of FDA approval.
• ZURZUVAE® (zuranolone) capsules is the first and only FDA approved oral medicine indicated for the treatment of PPD in adults. ZURZUVAE is a neuroactive steroid that is a positive allosteric modulator of GABAA receptors, targeting both synaptic and extrasynaptic GABAA receptors, and is the first oral, once-daily, 14-day treatment specifically

indicated for adults with PPD. ZURZUVAE became commercially available in the U.S. in December 2023 as a treatment option for women with PPD. The Company and our collaboration partner, Biogen, are jointly commercializing ZURZUVAE in the U.S. under the Biogen Collaboration Agreement. The Company and Biogen equally share in all operating profits and losses arising from sales of ZURZUVAE in the U.S., with Biogen recording such product sales.

• APOKYN® (apomorphine hydrochloride injection) is a product indicated for the acute, intermittent treatment of hypomobility, "OFF" episodes ("end-of-dose wearing off" and unpredictable "ON/OFF" episodes) in patients with advanced PD.
• Trokendi XR® (topiramate) is the first once-daily extended-release topiramate product indicated for the treatment of epilepsy in patients 6 years of age and older in the U.S. market. It is also indicated for the prophylaxis of migraine headache in adults and adolescents 12 years and older.
• Oxtellar XR® (oxcarbazepine) is indicated as therapy for the treatment of partial onset seizures in patients 6 years of age and older. It is also the first once-daily extended-release oxcarbazepine product indicated for the treatment of epilepsy in the U.S. market.
• XADAGO® (safinamide) is a once-daily product indicated as adjunctive treatment to levodopa/carbidopa in patients with PD experiencing "OFF" episodes.
• MYOBLOC® (rimabotulinumtoxinB injection) is a product indicated for the treatment of cervical dystonia and chronic sialorrhea in adults. It is the only botulinum toxin type B available on the market.

Research and Development

We are committed to the development of innovative product candidates in neurology and psychiatry, including the following:

SPN-817 (huperzine A)

SPN-817 represents a novel mechanism of action (MOA) for an anticonvulsant. SPN-817 is a novel synthetic form of huperzine A, whose MOA includes potent acetylcholinesterase inhibition, with pharmacological activities in CNS conditions such as epilepsy. The development will initially focus on the drug's anticonvulsant activity, which has been shown in preclinical models to be effective for the treatment of partial seizures and Dravet Syndrome. SPN-817 is in clinical development.

SPN-820 (NV-5138)

SPN-820 is a novel, first in class, intracellular enhancer of mechanistic target of rapamycin complex 1 (mTORC1) signaling. Depression is associated with synapse loss and reduced synaptic plasticity in key brain regions including the prefrontal cortex and increasing mTORC1-mediated synaptic plasticity is a promising avenue to treat depression and associated symptoms. SPN-820 selectively binds to intracellular sestrin proteins and subsequently engages a cascade of multi-protein complexes, enhancing mTORC1 signaling. The intracellular mechanism and the lack of binding to cell surface receptors suggests the potential for a differentiated safety profile and is unlikely to have abuse potential.

In February 2025, the Company reported topline results from a randomized double-blind placebo-controlled Phase 2b study of SPN-820 in adults with treatment-resistant depression (TRD) following four weeks of chronic daily dosing. The study did not demonstrate a statistically significant improvement on the primary and secondary endpoints. The safety profile of SPN-820 was consistent with previous clinical trials, showing few adverse events.

The Company is conducting a follow-on Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with MDD. The study will examine the safety and tolerability of SPN-820 2400mg given intermittently (twice weekly) as an adjunctive treatment to the current baseline antidepressant therapy, as well as assess the rapid onset of improvement in depressive symptoms.

SPN-443 – Novel stimulant for the treatment of ADHD

The Company completed a Phase 1 single dose study in healthy adults in 2024 following submission of an Investigational New Drug Application. The study was a first in human, pilot pharmacokinetic study of two oral formulations of SPN-443 in healthy adults. The primary objective of the study was to assess safety and tolerability. This molecule, along with its major metabolites, is an inhibitor of norepinephrine, dopamine and serotonin, also known as a triple reuptake inhibitor. Both formulations of SPN-443 showed adequate bioavailability and were well tolerated. The Company expects to initiate Phase 1 Single Ascending Dose (SAD) and Multiple Ascending Dose (MAD) studies by the end of 2026.

Zuranolone

The Company has granted Biogen sole rights to develop and commercialize zuranolone outside the U.S., other than in Japan, Taiwan and South Korea where it has granted those rights to Shionogi & Co., Ltd. (Shionogi). Shionogi received approval for a product containing zuranolone for the treatment of MDD by the Pharmaceuticals and Medical Devices Agency in Japan in the fourth quarter of 2025, and announced commercial launch in the first quarter of 2026. No product containing zuranolone is approved for the treatment of MDD in the United States and neither the Company or Biogen are currently pursuing such approval for MDD. In the third quarter of 2025, Biogen received approval for zuranolone for the treatment of PPD by the European Medicines Agency (EMA) and Medicines Healthcare Regulatory Agency (MHRA) in Europe and the United Kingdom (U.K.) respectively. In the fourth quarter of 2025, a product containing zuranolone received Health Canada Authorization in Canada for treatment indicated for adults with PPD.

Commercial Highlights

• ONAPGO net product sales were $17.1 million in the third quarter of 2026. Demand for the product continued to be healthy, with more than 400 enrollment forms submitted in the third quarter. In the third quarter 2026, prescriptions grew by 17% compared to the second quarter 2026. The U.S. Food and Drug Administration (FDA) has recognized seven years of orphan-drug exclusive approval for ONAPGO for the treatment of motor fluctuations in adults with advanced Parkinson’s disease. In addition, the Company submitted a supplemental New Drug Application (sNDA) for a second supplier for ONAPGO, with potential FDA approval by mid-year 2027.
• Collaboration revenue from ZURZUVAE was $41.7 million in the third quarter of 2026. Collaboration revenue represents 50% of the net revenues for ZURZUVAE recorded by Biogen Inc. Third quarter 2026 U.S sales of ZURZUVAE, as reported by Biogen Inc., increased approximately 53% compared to the same period in 2025. The total number of prescriptions for ZURZUVAE increased by 43% in the third quarter of 2026 compared to the same period last year.
• Net sales of Qelbree increased 12% to $90.8 million in the third quarter of 2026, compared to the same period in 2025, driven primarily by volume growth. Total IQVIA prescriptions for Qelbree were 282,887 for the third quarter 2026, representing an increase of 18% compared to the same period last year. Prescription growth in the adult and pediatric populations was 25% and 16%, respectively, compared to the same period last year.
• GOCOVRI grew by approximately 4% in net sales and 4% in prescriptions in the third quarter of 2026, compared to the same period in 2025. Net sales reached an all-time high of $42.6 million in the third quarter of 2026.

Product Pipeline Update

SPN-817 – Novel first-in-class highly selective AChE inhibitor for epilepsy

• The Phase 2b randomized, double-blind, placebo-controlled study of 3mg and 4mg twice daily doses is ongoing with a targeted enrollment of approximately 258 adult patients with treatment resistant focal seizures.

SPN-820 – Novel first-in-class molecule that increases mTORC1 mediated synaptic function for depression

• The Phase 2b multi-center, randomized, double-blind, placebo-controlled trial in approximately 200 adults with major depressive disorder (MDD). The study will examine the safety and tolerability of SPN-820 2400mg given intermittently (twice weekly) as an adjunctive treatment to the current baseline antidepressant therapy, as well as assess the rapid onset of improvement in depressive symptoms.

SPN-443 – Novel stimulant for attention-deficit/hyperactivity disorder (ADHD)

• The Company expects to initiate a Phase 1 single-ascending/multiple-ascending dose study in adult healthy volunteers by the end of 2026.

Critical Accounting Policies and the Use of Estimates

A summary of our significant accounting policies is included in Note 2, Summary of Significant Accounting Policies of our audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. There were no significant changes to the disclosures with respect to our critical accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2025.

Results of Operations

Comparison of the Three and Nine Months ended Months Ended September 30, 2026 and 2025

Revenues

Revenues consist primarily of net product sales of our commercial products in the U.S., supplemented by our collaboration revenue from the Biogen Collaboration Agreement and royalty and licensing revenues from our collaborative licensing arrangements. The following table provides information regarding our revenues during the three and nine months ended September 30, 2026 (dollars in thousands):

(a) Includes net product sales of MYOBLOC, XADAGO and Osmolex ER.

(b) Includes the Company's proportionate share of sales of ZURZUVAE.

Net Product Sales

Net product sales were $178.6 million and $168.5 million for the three months ended September 30, 2026 and 2025, respectively. Net product sales were $495.0 million and $468.5 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in both periods was primarily due to increases in net product sales from ONAPGO, which was launched in the second quarter of 2025, and Qelbree due to higher volume and higher price, partially offset by a decline in net product sales of APOKYN due to lower volume, and a decline in net product sales of Oxtellar XR and Trokendi XR due to generic erosion.

Adjustments related to prior year sales for the nine months ended September 30, 2026 were approximately 1% of net product sales. Adjustments related to prior year sales for the nine months ended September 30, 2025 were approximately 4% of net product sales. In 2025, the Company had favorable actual returns experience and as a result, the Company changed its estimated provision for product returns based on the most recent experience. Adjustments related to prior year sales for the nine months ended September 30, 2025 were primarily attributable to Qelbree. Refer to discussion Sales Deductions and Related Accruals below.

We do not currently own or operate manufacturing facilities for the commercial production of any of our commercial products. We currently depend on third-party clinical manufacturing organizations (CMOs), who offer a comprehensive range of contract manufacturing and packaging services, in various countries for the supply of active product ingredients (API), finished goods for our commercial products. For most of our commercial products, we rely on single source suppliers to produce and package final dosage forms for our products and raw materials, including API.

On November 4, 2025, we announced that due to stronger than expected demand for ONAPGO, supplier constraints were impacting our ability to fully meet this demand. ONAPGO is manufactured in Europe, supplied to us by our ONAPGO licensing partner, and packaged in the U.S. by a third-party contract manufacturing organization. We currently rely on single source suppliers to produce and package final dosage forms for ONAPGO. In February 2026, we announced that we have made progress in securing additional product supply of ONAPGO from the current supplier and as a result, has resumed new patient initiation. In October 2026 the Company submitted a supplemental New Drug Application (sNDA) to the FDA for a second supplier for ONAPGO, with potential FDA approval by mid-year 2027. Any changes in any of the suppliers would require regulatory approval which could cause a further delay in manufacturing and a possible loss of sales, which could affect future operating results adversely.

Sales Deductions and Related Accruals

We record accrued product returns and accrued product rebates as current liabilities in Accrued product returns and rebates, on our condensed consolidated balance sheets. We record sales discounts as a reduction against Accounts receivable, net on the condensed consolidated balance sheets. Both amounts are generally affected by changes in gross product sales, changes in the provision for net product sales deductions, and the timing of payments/credits.

The following table provides a summary of activity with respect to accrued product returns and rebates and sales discounts during the periods indicated (dollars in thousands):

Accrued Product Returns and Rebates

The accrued product returns balance decreased to $33.8 million as of September 30, 2026 from $43.3 million as of September 30, 2025. This decrease was primarily due to favorable returns processed in 2025. During 2025, the Company had favorable actual returns experience. As a result, the Company changed its estimated provision for product returns based on the most recent experience. The provision for product returns related to prior year sales, which was $5.9 million and $16.3 million as of September 30, 2026 and 2025, respectively, was primarily attributable to Qelbree, reflecting continued favorable actual returns experienced in 2025.

The accrued product rebates balance increased to $131.5 million as of September 30, 2026 from $141.2 million as of September 30, 2025 primarily due to timing of payments associated with government programs.

Provision for Product Returns and Rebates

The provision for product returns increased to $2.3 million for the nine months ended September 30, 2026 from ($6.6) million for the nine months ended September 30, 2025. The increase was primarily due to aforementioned change in estimated provision for product returns in 2025 based on the most recent experience, which was primarily attributable to Qelbree.

The provision for product rebates increased to $373.8 million for the nine months ended September 30, 2026 from $295.1 million for the nine months ended September 30, 2025. The increase was primarily attributable to higher Qelbree, GOCOVRI, and ONAPGO sales.

Collaboration Revenue (ZURZUVAE)

Collaboration revenue (ZURZUVAE) was $41.7 million and $20.2 million for the three months ended September 30, 2026 and 2025, respectively. Collaboration revenue (ZURZUVAE) was $104.7 million and $20.2 million for the nine months ended September 30, 2026 and 2025, respectively. The Collaboration revenue (ZURZUVAE) revenue stream is due to the Sage Acquisition in July 2025.

Royalty, Licensing and Other Revenues

Royalty, licensing and other revenues were $6.5 million and $3.4 million for the three months ended September 30, 2026 and 2025, respectively. Royalty, licensing and other revenues were $53.8 million and $18.7 million for the nine months ended September 30, 2026 and 2025, respectively. The increase was primarily due to increased sales of inventory under the Company's collaboration agreement with Shionogi, and the recognition of $20.0 million of licensing revenues related to the achievement of a commercial milestone under the Company's collaboration agreement with Shionogi in the nine month period ended September 30, 2026.

Cost of Revenues

Cost of revenues were $27.0 million and $19.0 million for the three months ended September 30, 2026 and 2025, respectively. Cost of revenues were $84.1 million and $51.6 million for the nine months ended September 30, 2026 and 2025, respectively. The increase was primarily driven by higher costs of Qelbree due to increased sales, ONAPGO, which was launched in the second quarter of 2025 and increased sales in 2026, and higher bulk and commercial inventory sales related to ZURZUVAE. These increases were partially offset by lower APOKYN royalties due to lower sales and lower Trokendi XR and Oxtellar XR costs, primarily due to generic erosion.

Research and Development Expenses

Research and Development (R&D) expenses were $25.8 million and $29.4 million for the three months ended September 30, 2026 and 2025, respectively. R&D expenses were $94.7 million and $78.4 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the three month period ended September 30, 2026 is primarily due clinical program delays. The increase in the nine month period ended September 30, 2026 was primarily due to an increase in clinical program costs on SPN-817, which includes the $10.0 million expense to former Biscayne security holders, as well as increased spending on other early-stage programs.

Selling, General and Administrative Expenses

The following table provides information regarding our selling, general and administrative (SG&A) expenses during the periods indicated (dollars in thousands):

Selling and marketing expenses were $90.5 million and $77.1 million for the three months ended September 30, 2026 and 2025, respectively. Selling and marketing expenses were $270.3 million and $205.5 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in both periods was primarily due to the Company's proportionate share of expenses from the collaboration arrangement with Biogen, higher employee-related expenses, and higher marketing expense related to ONAPGO, which was launched in the second quarter of 2025, and ZURZUVAE, which was acquired through the acquisition of Sage in July 2025.

General and administrative expenses were $37.5 million and $102.6 million for the three months ended September 30, 2026 and 2025, respectively. General and administrative expenses were $116.6 million and $157.7 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in both periods was primarily due to the absence of acquisition-related costs associated with the acquisition of Sage in July 2025.

Amortization of Intangible Assets

Amortization of intangible assets was $23.2 million and $24.3 million for the three months ended September 30, 2026 and 2025, respectively. Amortization of intangible assets was $74.2 million and $64.9 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in the three month period ended September 30, 2026 as compared to the three month period ended September 30, 2025 was primarily due to the intangible asset impairment charge recognized in the second quarter of 2026. The increase in the nine month period ended September 30, 2026 as compared to the nine month period ended September 30, 2025 was primarily due to ZURZUVAE intangible asset amortization expense. ZURZUVAE intangible asset was acquired as part of the Sage Acquisition in July 2025.

Impairment Charges

Impairment charges was $1.5 million and $56.5 million for the three and nine months ended September 30, 2026. There were no impairment charges in the three and nine months ended September 30, 2025. The increase in the nine month period ended September 30, 2026 was primarily due to an impairment charge related to the APOKYN intangible asset recognized in the second quarter of 2026.

Contingent Consideration Loss

There was no contingent consideration loss for the three months ended September 30, 2026 and 2025. Contingent consideration loss was $2.4 million and $7.7 million for the nine months ended September 30, 2026 and 2025, respectively. The contingent consideration loss for the nine months ended September 30, 2026 was primarily due to the accretion of a Sage CVR to the full milestone payment amount with the achievement of a regulatory milestone with the approval of ZURZUVAE for the treatment of MDD in Japan and commercial launch in Japan. The contingent consideration loss for the nine months ended September 30, 2025 was due to the accretion to the full milestone payment amount with the achievement of the USWM milestones. ONAPGO was approved by the FDA in February 2025 and was launched in April 2025.

Other Income (Expense), Net

Other income (expense), net was an income of $1.5 million and $2.3 million for the three months ended September 30, 2026 and 2025, respectively. Other income (expense), net was an income of $4.2 million and $11.2 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease was due to interest expense incurred in the three and nine month periods ended September 30, 2026 that did not occur in the corresponding 2025 periods, lower interest income on marketable securities, as well as lower market interest rates in 2026 compared to 2025. The cash consideration paid for the Sage acquisition in 2025 was funded through the Company's cash, cash equivalents and marketable securities holdings.

Income Tax Expense (Benefit)

Income tax expense (benefit) was an expense of $1.8 million (7.9% effective tax rate) and income tax benefit of $1.1 million (2.8% effective tax rate) for the three and nine months ended September 30, 2026, as compared to an income tax benefit of $12.8 million (22.2% effective tax rate) and $12.7 million (26.9% effective tax rate) for the three and nine months ended September 30, 2025. The change in both periods for income tax expense (benefit) and effective income tax rate was primarily due the change in forecasted and year-to-date earnings and the impact of discrete tax benefits as compared to the same period in 2025.

The Company's effective income tax rate for the three and nine months ended September 30, 2026 varies from the statutory federal tax rate in the United States (U.S. federal tax rate) of 21% primarily due to the change in pretax book income (loss), non-deductible executive compensation, milestone payments, state taxes, other non-deductible permanent items offset by the impact of discrete benefit recorded during the period. The Company's effective income tax rate for the three months ended September 30, 2025 varies from the statutory U.S. federal tax rate primarily due to state taxes and non-deductible transaction costs, offset by tax benefits related to research and development tax credits. The Company's effective income tax rate for the nine months ended September 30, 2025 varies from the statutory U.S. federal tax rate primarily due to state taxes and non-deductible transaction costs, offset by tax benefits related to a state tax refund and research and development tax credits.

The annual forecasted earnings represent the Company's best estimate as of September 30, 2026 and 2025, are subject to change and could have a material impact on the effective tax rate in subsequent periods. ASC 740, Income Taxes (ASC 740), requires the Company to estimate the annual effective income tax rate for the full year and apply it to pre-tax income (loss) for each interim period, taking into account year-to-date amounts and projected results for the full year.

Financial Condition, Liquidity and Capital Resources

Cash and Cash Equivalents, Marketable Securities and Restricted Cash

Cash and cash equivalents, current marketable securities and restricted cash are comprised of the following (dollars in thousands):

The Company believes its balances of cash, cash equivalents, and unrestricted marketable securities, which totaled $359.5 million as of September 30, 2026, along with cash generated from ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements over the next twelve months and beyond.

We have financed our operations primarily with cash generated from product sales, supplemented by revenues from royalty and licensing arrangements, as well as proceeds from the sale of equity and debt securities. Continued cash generation is highly dependent on the success of our commercial products, as well as the success of our product candidates if approved by the FDA. While we expect profitability in future years, we anticipate there may be significant variability from year to year in the level of our profits particularly due to continued market and payor pressures for our commercial products; the unfavorable impact of the loss of patent exclusivity for Trokendi XR in January 2023 and Oxtellar XR in September 2024; the potential unfavorable impact of the forthcoming loss of exclusivity of XADAGO; funding for research and development of our product candidates; the additional funding for the launch of ONAPGO, which was approved by the FDA in February 2025 and launched in April 2025, the additional funding for the marketing of ZURZUVAE, and managing the Biogen Collaboration Agreement and obligations under the Biogen Collaboration Agreement which were acquired as part of the Sage Acquisition in July 2025.

We may, from time to time, consider raising additional capital through: new collaborative arrangements; strategic alliances; additional equity and/or financings from debt or other sources, especially in conjunction with opportunistic business development initiatives. If the Transactions contemplated by the Merger Agreement are consummated, we expect a significant reduction to our balances of cash and cash equivalents and marketable securities will occur to fund a portion of the one-time special cash dividend to stockholders of Indivior. We will continue to actively manage our capital structure and to consider all financing opportunities that could strengthen our long-term financial profile. Any such capital raises may or may not be similar to transactions in which we have engaged in the past. There can be no assurance that any such financing opportunities will be available on acceptable terms, if at all.

Refer to Note 18, Subsequent Events for further details on the Merger.

Cash Flows

Cash flows are comprised of the following (dollars in thousands):

44

Operating Activities

Net cash provided by operating activities was $68.3 million compared to $27.5 million for the nine months ended September 30, 2026, and 2025, respectively. The increase in cash flows provided by operating activities was primarily due to noncash impairment charges in the nine months ended September 30, 2026 as well as changes in working capital. The Company reported net loss of $39.8 million and net loss of $34.4 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in net loss was primarily due to the impairment of an intangible asset, an increase in research and development activities, and an increase in selling, general, and administrative activities.

Investing Activities

Net cash used in investing activities was $4.4 million for the nine months ended September 30, 2026 compared to net cash provided by investing activities of $55.4 million during the same period in 2025. The change was primarily due to a decrease in the maturities of marketable securities partially offset by a decrease in the purchases of marketable securities.

Financing Activities

Net cash used in financing activities was $16.5 million for the nine months ended September 30, 2026 compared to net cash provided by financing activities of $0.6 million during the same period in 2025. The change was primarily due to a decrease in proceeds from the issuance of common stock and an increase in the payment of contingent consideration amount.

Material Cash Requirements

The Company has various potential milestone payments a result of the acquisition of Sage Therapeutics, Inc. In March 2026, Shionogi announced the successful commercial launch of a product containing zuranolone for the treatment of MDD in Japan. As such, a milestone was met and became due and payable at that time. The Company paid the milestone payment in June of 2026. Refer to Note 7, Contingent Consideration, in the Notes to the Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of contingent consideration associated with the Acquisition of Sage Therapeutics, Inc. for further details.

On January 22, 2026, the Company entered into a First Amendment (Amendment) to the Agreement and Plan of Merger (Agreement) dated September 12, 2018, with former Biscayne security holders. The Amendment relates to the timing and payment of certain milestones under the Biscayne merger agreement. The Company agreed to pay former Biscayne security holders $10.0 million, one of the milestones specified in the Agreement, by June 30, 2026. The Company paid the milestone in June 2026.

The Company agreed to pay certain amounts to US WorldsMeds Partners, LLC. Refer to Note 7, Contingent Consideration.

Additionally, on April 1, 2026, the Company entered into an Asset Purchase Agreement with Navitor and consummated the transactions contemplated therein whereby the Company acquired, among other things, the right, title, materials, and intellectual property of SPN-820. The Company is obligated to effect and complete one Phase 2b study and make several milestone payments of up to $350 million contingent upon the achievement of specified development, regulatory and commercial milestones.

Refer to Note 18*. Subsequent Events* for further details on obligations associated with and contingent upon the Merger.

Refer to "Part II, Item 7 — Management's Discussion and Analysis of Liquidity and Capital Resources" of our Annual Report on Form 10-K for the year ended December 31, 2025, and Note 17, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q for discussion of our other contractual obligations.

Recently Issued Accounting Pronouncements

For a discussion of new accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, in the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, Unaudited Condensed Consolidated Financial Statements, of this Quarterly Report on Form 10-Q.

The primary objective of our investment activities is to preserve our capital to fund operations and to facilitate business development activities. We also seek to maximize income from our investments without assuming significant interest rate risk, liquidity risk, or risk of default by investing in investment grade securities with maturities of four years or less. Our exposure to market risk is confined to investments in cash and cash equivalents and marketable securities. As of September 30, 2026, we had cash and cash equivalents and marketable securities of $359.5 million.

In October 2026, the Company terminated the Credit Line with UBS and we are no longer subject to interest rate risk associated with the Credit Line.

As of September 30, 2026, our cash and cash equivalents consist primarily of cash held at banks and investments in highly liquid financial instruments with an original maturity of three months or less. Our marketable securities, which are reported at fair value, generally consist of investments in U.S. Treasury bills and notes; bank certificates of deposit; various U.S. governmental agency debt securities; and corporate and municipal debt securities. We place all investments with governmental, industrial, or financial institutions whose debt is rated as investment grade. We generally hold these securities to maturities of one to four years. Because of the relatively short period that we hold our investments and because we generally hold these securities to maturity, we do not believe that an increase in interest rates would have any significant impact on the realizable value of our investments.

We do not have any currency or derivative financial instruments.

We may contract with clinical research organizations (CROs) and investigational sites globally. Currently, we have ongoing clinical trials being conducted outside of the U.S. We do not hedge our foreign currency exchange rate risk. Transactions denominated in currencies other than the U.S. dollar are recorded based on exchange rates at the time such transactions arise. As of September 30, 2026 and December 31, 2025, substantially all of our liabilities were denominated in the U.S. dollar.

Inflation generally affects us by increasing our cost of labor and the cost of services provided by our vendors. While we expect significant year-to-year variability in labor and vendor service costs due to uncontrollable inflation factors like natural disasters, geopolitical conflicts, tariffs, and government regulations, we strive to mitigate future price risks. We do this by forming strong partnerships with key suppliers and our CMOs, and by directly managing the procurement and supply levels of key raw materials for our commercial products. However, these efforts may not fully protect us from cost increases, which could adversely impact our profitability.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures required by Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026, the end of the period covered by this report. Based on that evaluation, under the supervision and with the participation of our management, including our CEO and CFO, we concluded that our disclosure controls and procedures are effective as of September 30, 2026.

Changes in Internal Control over Financial Reporting

Our management, including our CEO and CFO, evaluated changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2026.

During the quarter ended September 30, 2026, no changes occurred in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes; the additional information in the other reports we file with the Securities and Exchange Commission; and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025 and quarterly report on Form 10-Q for the period ended September 30, 2026. These risks may result in material harm to our business and our financial condition and results of operations. If a material, adverse event was to occur, the market price of our common stock may decline, and you could lose part or all of your investment.

Risks Related to the Pending Merger with Indivior

The Merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the Merger could have material adverse effects on our business.

The completion of the Merger is subject to a number of conditions set forth in the Merger Agreement, which make the completion and timing of the Merger uncertain. The failure to satisfy all of the required conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the Merger will be satisfied or waived or that the Merger will be completed.

If the Merger is not completed, we may be materially adversely affected and, without realizing any of the benefits of having completed the Merger, will be subject to a number of risks, including the following:

• the market price of our common stock could decline;
• we could owe a substantial termination fee to Indivior in specified circumstances;
• time and resources committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities;
• we may experience negative reactions from the financial markets or from our customers, suppliers or employees; and
• we will be required to pay its costs relating to the Merger, such as legal, accounting, financial advisory and printing fees, whether or not the Merger is completed.

In addition, if the Merger is not completed, we could be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement. Any of these risks could materially and adversely impact our ongoing business, financial condition, financial results and stock price.

Similarly, delays in the completion of the Merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the Merger and could materially and adversely impact our ongoing business, financial condition, financial results and stock price following the completion of the Merger.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Supernus’s or Indivior’s stock price.

Upon completion of the Merger, each issued and outstanding share of Supernus common stock will be converted into the right to receive the Merger consideration, which is equal to 1.5401 shares of Indivior common stock. This exchange ratio was fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Indivior common stock or Supernus common stock.

It is impossible to accurately predict the market price of Indivior common stock at the completion of the Merger and, therefore, impossible to accurately predict the market value of the shares of Indivior common stock that Supernus stockholders will receive in the Merger. The market price for Indivior common stock or Supernus common stock have and may continue to fluctuate prior to the completion of the Merger for a variety of reasons, including, among others, general market and economic conditions, the demand for Indivior’s or Supernus’s products, changes in laws and regulations, other changes in Indivior’s and Supernus’s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the Merger will be completed, and the expected timing of the Merger. Many of these factors are beyond our control. As a result, the market value represented by the exchange ratio will also vary.

Each party is subject to business uncertainties and contractual restrictions while the Merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Merger, it is possible that some customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as the case may be, as a result of the Merger or otherwise, which could negatively affect our revenues, earnings and/or cash flows, as well as the market price of our common stock, regardless of whether the Merger is completed.

Under the terms of the Merger Agreement, each of Supernus and Indivior is subject to certain restrictions on the conduct of its business prior to completing the Merger, which may adversely affect each company’s ability to execute certain of their respective business strategies, including the ability in certain cases to modify or terminate contracts, acquire or dispose of assets, incur indebtedness, pay dividends, incur capital expenditures or settle claims. Such limitations could adversely affect our business and operations prior to the completion of the Merger.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Merger.

Following the Merger, the composition of the combined company board of directors will be different than the composition of the current Supernus Board or the current Indivior Board.

Upon completion of the Merger, the board of directors of the combined company will consist of eight directors, including four directors designated by Supernus and four directors designated by Indivior. This newly composed board of directors may affect the future decisions of the combined company.

Even if we complete the proposed Merger with Indivior, we may fail to realize the anticipated benefits.

No assurance can be given that the anticipated benefits, synergies, growth, profitability, cash flow generation and earnings accretion of the Merger will be realized or, if realized, may be realized more slowly than expected. Further, inherent in transactions such as these are the risks relating to the integration of the two businesses.

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the Combined Company following completion of the Merger.

Supernus and Indivior are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The Combined Company’s success after the completion of the Merger will depend in part upon the ability of the Combined Company to retain certain key management personnel and employees of Supernus and Indivior, including in light of the expected termination of key Indivior management personnel. Prior to the completion of the Merger, current and prospective employees of Supernus and Indivior may experience uncertainty about their roles following the completion of the transactions, which may have an adverse effect on the ability of each of Supernus and Indivior to attract or retain key management and other key personnel. In addition, no assurance can be given that the Combined Company, after the completion of the Merger, will be able to attract or retain key management personnel and other key employees to the same extent that Supernus and Indivior have previously been able to attract or retain their own employees.

We are and may continue to be targets of litigation that could result in substantial costs and may prevent or delay the closing of the Merger or otherwise negatively affect the business and operations of Supernus, Indivior and the Combined Company.

Lawsuits are often brought against public companies and their boards of directors that have entered into merger agreements. As of October 28, 2026, two complaints have been filed in state court by purported stockholders of ours relating to the Merger Agreement. On September 16, 2026, a purported stockholder of ours filed a complaint against us and each member of our Board of Directors, or the Board, in the Supreme Court of the State of New York, County of New York, captioned Floyd v. Supernus Pharmaceuticals, Inc., et al., Index No. 655292/2026, or the Floyd Complaint. On September 17, 2026, a purported stockholder of ours filed a complaint against us and each member of the Board in the Supreme Court of the State of New York, County of New York, captioned Jones v. Supernus Pharmaceuticals, Inc., et al., Index No. 655307/2026, or the Jones Complaint. We refer to the Floyd Complaint and the Jones Complaint collectively as the Merger Complaints. The Merger Complaints assert, among other things, claims for negligent misrepresentation and concealment and negligence under New York common law against all defendants. The Merger Complaints allege that our Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission, or the SEC, on September 11, 2026, or the Proxy Statement, omitted or misrepresented certain purportedly material information. Among other relief, the Merger Complaints seek (i) an injunction prohibiting consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), (ii) rescission or actual and punitive damages if the Transactions are consummated, and (iii) an award of the plaintiffs' fees and expenses, including reasonable attorneys' and experts' fees and expenses.

We have also received certain demand letters from purported stockholders making allegations similar to those contained in the Merger Complaints. While we believe that the disclosures set forth in the Proxy Statement comply fully with all applicable law and deny the allegations in the Merger Complaints, in order to (i) moot the plaintiffs' disclosure claims and similar claims asserted in certain demand letters received from other purported stockholders of ours, (ii) avoid nuisance and possible expense and business delays, and (iii) provide additional information to our stockholders, we determined to voluntarily supplement certain disclosures in the Proxy Statement related to plaintiffs' and purported stockholders' claims with the supplemental disclosures set forth in our supplement to the Proxy Statement, filed on October 6, 2026, or the Supplemental Disclosures. Additional lawsuits arising out of or relating to the Merger Agreement may be filed in the future.

The outcome of all litigation, including the matters described above, is uncertain and we may not be successful in defending against these claims or any other lawsuits brought against us even if they are without merit. Regardless of the outcome of these lawsuits or any other lawsuits brought against us, such lawsuits could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, result in substantial costs and otherwise adversely affect us financially. A potential adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed, or from being completed within the expected time frame, which may adversely affect our business, financial position and/or results of operations, and that of Indivior and the Combined Company.

Additional Risk Factors Listed in the S-4 Filing Risks Related to the Merger

The financing contemplated in connection with the Special Dividend may not be available on the anticipated terms or at all, which could result in changes to the dividend payable to Indivior stockholders in connection with the Merger.

Indivior anticipates that the funds needed to consummate the Special Dividend will be derived from a combination of (i) available cash on hand of the Combined Company and (ii) third-party debt financing. See the section entitled “The Merger — Financing” for additional information regarding the anticipated financing of Special Dividend. In connection with the Merger Agreement, Indivior entered into a commitment letter with Citibank, N.A. (“Citibank”), pursuant to which Citibank has committed to provide, subject to the satisfaction of customary closing conditions, a Term Loan Facility in an aggregate principal amount of $650 million for the purpose of financing a portion of the Special Dividend.

Indivior’s ability to obtain debt financing for the Special Dividend, will depend on, among other factors, prevailing market conditions and other factors beyond Indivior’s control. Indivior cannot provide assurance that it will be able to obtain debt financing on terms acceptable to it or at all. If the contemplated financing becomes unavailable and replacement financing cannot be obtained, but the conditions to the Alternative Dividend Scenario under the Merger Agreement are satisfied, the parties may complete the Merger without the contemplated financing and Indivior would declare the Alternative Dividend in lieu of the Special Dividend. As a result, the debt financing being unavailable could result in Indivior stockholders receiving the Alternative Dividend rather than the Special Dividend and could adversely affect Indivior’s financial condition, liquidity, capital structure and future operations. Indivior’s obligation to complete the Merger is not conditioned upon the receipt of financing.

Risks Related to the Combined Company

The Combined Company will have a leveraged balance sheet and significant financing obligations that limit its financial and operating flexibility.

Indivior’s balance sheet is leveraged, and the terms of its $500 million 0.625% Convertible Senior Notes due 2031 contain covenants that limit its ability to plan for or respond to changes in its business. In connection with the Merger, the Combined Company also expects to incur or assume additional indebtedness, including to fund the Special Dividend payable to pre-Merger Indivior stockholders. This indebtedness and the related covenants could constrain the Combined Company’s ability to invest in its business, respond to competitive pressures, pay dividends (the Combined Company is not expected to pay dividends in the future), or pursue strategic opportunities, and could increase its vulnerability to adverse economic conditions.